Independent
Tenure on this board
5.7 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; advisory (non-binding) approval of executive compensation; and transaction of any other business properly before the meeting.
Election of three Class II directors (Scott M. Prochazka, Teresa A. Taylor, and Anne G. Waleski) for three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
The advisory, non-binding 'say-on-pay' proposal asks shareholders to approve the Company's executive compensation as disclosed in the proxy. Management frames this as aligning pay with performance via a mix of base salary, short-term incentives tied largely to adjusted EPS and safety/customer/human-capital metrics, and long-term incentives that include performance share units tied to rTSR, average EPS, cost metrics and emissions reduction. The board recommends 'FOR', citing robust governance practices (independent compensation committee, independent consultant Meridian, clawback policies, stock ownership guidelines) and past strong shareholder support (97.8% approval in 2025). Key contextual factors include the pending Merger with NorthWestern which affects change-in-control treatment of equity awards and the Committee’s use of a peer group; management notes that the vote is non-binding but the Board will consider results when setting future compensation. The proposal is not routine nor administrative given its linkage to compensation philosophy and recent corporate transactions, and the board’s rationale emphasizes retention, alignment with shareholders through equity and performance metrics, and risk-mitigation measures such as caps and clawbacks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.88% | 7,523,980 | $522M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.62% | 5,039,870 | $350M |
| 3 | STATE STREET CORP | 4.76% | 3,620,556 | $251M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 3,369,588 | $234M |
| 5 | BlackRock, Inc. | 3.78% | 2,876,141 | $200M |
| 6 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.50% | 2,668,050 | $185M |
| 7 | Capital Research Global Investors | 2.99% | 2,275,922 | $158M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.91% | 2,216,003 | $154M |
| 9 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.72% | 2,069,827 | $144M |
| 10 | Point72 Asset Management, L.P.Activist | 2.55% | 1,943,215 | $135M |
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